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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-28 · 56 added, 58 removed, 189 unchanged (38% of the section changed)

15 unchanged sentences

In making this assessment, the Company's management used the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our assessment and those criteria, management believes that, as of December 31, 2023, the Company's internal control over financial reporting is effective.

Based on our assessment and those criteria, management has concluded that, as of December 29, 2024, the Company's internal control over financial reporting is effective.

Deloitte & Touche LLP, an independent registered public accounting firm, has issued an audit report on the Company's internal control over financial reporting included herein.

59 unchanged sentences

Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on March 23, 2023.

Red Robin Gourmet Burgers, Inc.

Fifth Amended and Restated Bylaws, marked to show amendments effective as of March 20, 2023.

Incorporated by reference to Exhibit 3.21 to our Current Report on Form 8-K filed on March 23, 2023.

Specimen stock certificate.

3 unchanged sentences

Incorporated by reference to Exhibit 4.2 to our Annual Report on Form 10-K filed with the SEC on February 26, 2020.

Amendment No.

1 to Rights Agreement, dated as of April 10, 2020, by and between Red Robin Gourmet Burgers, Inc.

and American Stock Transfer & Trust Company, LLC, as rights agent.

Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on April 13, 2020.

Red Robin Gourmet Burgers, Inc.

5 unchanged sentences

Form of Red Robin Gourmet Burgers, Inc.

2007 Performance Incentive Plan Restricted Stock Grant Agreement.

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 22, 2009 .

Form of Red Robin Gourmet Burgers, Inc.

2007 Performance Incentive Plan Restricted Stock Unit Grant Agreement.

Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on May 22, 2009 .

Form of Red Robin Gourmet Burgers, Inc.

Restricted Stock Unit Grant Agreement for Non-Employee Directors .

Incorporated by re ference to Exhibit 10.5 to our Annual Report on Form 10-K filed on February 28, 2023 .

Restricted Stock Unit Grant Agreement for Non-Employee Directors under the 2017 Perf or mance Incentive Plan .

Incorporated by reference to Exhibit 10.5 to our Annual Report on Form 10-K filed on February 28, 2023.

Form of Red Robin Gourmet Burgers, Inc.

4 unchanged sentences

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 23, 2014.

Form of Red Robin Gourmet Burgers, Inc.

Second Amended and Restated 2007 Performance Incentive Plan Restricted Stock Unit Grant Agreement.

Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on May 23, 2014.

Red Robin Gourmet Burgers, Inc.

8 unchanged sentences

3 of our Registration Statement on Form S-1 filed on July 12, 2002 (Registration No.

Number Description

Red Robin Gourmet Burgers, Inc.

4 unchanged sentences

Incorporated by reference to Exhibit 10.43 to our Annual Report on Form 10-K filed on February 27, 2018.

Form of Cash Performance Award Agreement under the Red Robin Gourmet Burgers, Inc.

2017 Performance Incentive Plan.

Incorporated by reference to Exhibit 10.42 to our Annual Report on Form 10-K filed on February 27, 2018.

Form of Performance Stock Unit Award Agreement under the Red Robin Gourmet Burgers, Inc.

2017 Performance Incentive Plan.

Incorporated by reference to Exhibit 10.43 to our Annual Report on Form 10-K filed on February 27, 2018.

Form of Red Robin Gourmet Burgers, Inc.

7 unchanged sentences

Incorporated by reference to Exhibit 10.42 to our Annual Report on Form 10-K filed on February 25, 2020.

Number Description

Form of Red Robin Gourmet Burgers, Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.43 to our Annual Report on Form 10-K filed on February 25, 2020.

Cooperation Agreement, dated as of March 26, 2020, by and among Red Robin Gourmet Burgers, Inc., Vintage Capital Management, LLC, and Kahn Capital Management, LLC.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 1, 2020.

Cooperation Agreement, dated as of December 3, 2024 , by and among Red Robin Gourmet Burgers, Inc., JCP Pa rties , and Jumana Pa rties .

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 3, 20 2 4 .

Form of Equity Purchase Agreement , dated as of December 3, 2024, by an d am ong Red Robin Gourmet Burgers, Inc.

, JCP Parties, and Jumana Parties.

Incorporat e d by reference to Ex hibit 10.2 to our Current Report on Form 8 -K filed with the SEC on December 3, 2024.

Red Robin Gourmet Burgers, Inc.

7 unchanged sentences

Incorporated by reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q filed with the SEC on June 10, 2020.

Distribution Agreement, dated as of June 16, 2020, by and between Red Robin Gourmet Burgers, Inc.

Morgan Securities LLC.

Incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed with the SEC on June 16, 2020.

Red Robin Gourmet Burgers, Inc.

15 unchanged sentences

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 3, 2022.

Severance Agreement, by and between Red Robin Gourmet Burgers, Inc.

and Darla Morse, dated November 11, 2022.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 17, 2022.

Severance Agreement, by and between Red Robin Gourmet Burgers, Inc.

and Lynn Schweinfurth, dated November 14, 2022.

Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on November 17, 2022.

Number Description

Severance Agreement, by and between Red Robin Gourmet Burgers, Inc.

and Jonathan Muhtar, dated November 22, 2022.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 25, 2022.

Severance Agreement, by and between Red Robin Gourmet Burgers, Inc.

and Michael Buchmeier, dated December 18, 2022.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 21, 2022.

Employment Agreement, by and between Red Robin Gourmet Burgers, Inc.

and Sarah Mussetter, dated October 28, 2022.

Incorporate d by reference to Exhibit 10.39 to our Annual Report on Form 10-K filed with the SEC on February 28, 2023.

Incorporated by reference to Exhibit 10.39 to our Annual Report on Form 10-K filed with the SEC on February 28, 2023.

Employment Agreement, by and between Red Robin Gourmet Burgers, Inc.

and Jyoti Lynch, dated April 3, 2023.

Incorporate d by reference to Exhibit 10.37 to ou r Annual Report on Form 10-K filed with the SEC on February 28, 2024.

Employment Agreement, by and between Red Robin Gourmet Burgers, Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on May 24, 2023.

Severance Agreement, by and between Red Robin Gourmet Burgers, Inc.

Wayne Davis, dated June 8, 2023.

Incorporated by reference to Exhibit 10.1 to our amended Current Report on Form 8-K/A filed with the SEC on June 9, 2023.

Red Robin Gourmet Burgers, Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.1 to our amended Current Report on Form 8-K filed on August 29, 2023.

E mploy ment Agreement , by and between Red Robin Go urm et B urgers, Inc.

and Meghan Spu ler, date d November 2 5, 2023 .

Red Robin Gourmet Burgers, Inc.

2024 Performance Incentive Plan.

Incorporated by reference to Appendix A to our Definitive Proxy Statement filed on April 4, 2024.

Form of Red Robin Gourmet Burgers, Inc.

2024 Performance Incentive Plan Performance Stock Unit Award Agreement .

Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10 - Q filed with the SEC on August 22, 2024.

Form of Red Robin Gourmet Burgers, Inc.

2024 Performance Incentive Plan Restricted Stock Unit Award Agreement .

Incorporated by reference to Exhibit 10.

3 to our Quarterly Report on Form 10 - Q filed with the SEC on August 22, 2024.

Form of Red Robin Gourmet Burgers, Inc.

2024 Performance Incentive Plan Cash Performance Award Agreement .

Incorporated by reference to Exhibit 10.

4 to our Quarterly Report on Form 10 - Q filed with the SEC on August 22, 2024.

Number Description

Form of Red Robin Gourmet Burgers, Inc.

2024 Performance Incentive Plan Nonemployee Director Restricted Stock Unit Award Agreement .

Incorporated by reference to Exhibit 10.

5 to our Quarterly Report on Form 10 - Q filed with the SEC on August 22, 2024.

Amendment No.

2, dated August 21, 2024, by and among Red Robin Gourmet Burgers, Inc., Red Robin International, Inc., Fortress Credit Corp., and the lenders party thereto, to Credit Agreement dated March 4, 2022.

Incorporated by ref erence to Exhibit 10.6 to our Q u arterly Report on form 10-Q filed with the SEC on August 22, 2024.

Amendment No.

3, dated November 4, 2024, by and among Red Robin Gourmet Burgers, Inc., Red Robin International, Inc., Fortress Credit Corp., and the lenders party thereto, to Credit Agreement dated March 4, 2022.

Inc orporated by reference to E xhibit 10 .

1 to our Qu arterly Report o n Form 10-Q filed with the SEC on November 6, 2024.

I nsider Tra ding Pol icy .

List of Subsidiaries.

5 unchanged sentences

Clawback Policy.

Incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K filed with the SEC on F ebruary 28, 2024.

101 The following financial information from the Annual Report on Form 10-K of Red Robin Gourmet Burgers, Inc.

18 unchanged sentences

Robyn Arnell Brenden

PACE Chairperson of the Board February 28, 2024

/s/ TOM CONFORTI Director February 28, 2024

/s/ CAMMIE W.

DUNAWAY Director February 28, 2024

/s/ NICOLE M.

REGAN Director February 28, 2024

/s/ ANDDRIA VARNADO Director February 28, 2024

Anddria Varnado

/s/ STEVEN K.

LUMPKIN Director February 28, 2024

PACE Chairman of the Board

February 26, 2025

/s/ ANTHONY ACKIL Director February 26, 2025

Anthony Ackil

/s/ TOM CONFORTI

Director February 26, 2025

/s/ STEVEN K.

LUMPKIN Director February 26, 2025

/s/ CHRISTOPHER R.

Director February 26, 2025

Christopher R.

/s/ ALLISON PAGE Director February 26, 2025

Director February 26, 2025

/s/ NICOLE M.

Director February 26, 2025

/s/ ANDDRIA VARNADO

Director February 26, 2025

Anddria Varnado

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures